St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1887-12-13
, RTIcLEs OF INcoRpoRAr1oN OF

laws of said state amcndatary thereof ana
| supplementary the ;eto. and for that purpose
do hereby adopt the following articles OF in
| corporation:
Article 1.-The name of this corporation
shall be The South Duluth Land and Improve
ment Company.
The general nature of the business of this
| corporation shall be to Duy, own, improve,
sell and deal in lands. tenements. and here
! ditaments, real, mixed and personal estate
| and property, and to do and exercise each
/ and every act, power, and thing proper and
| authorized to be done and exercised under
the said laws and statutes of SAID state,
which may be necessary. desirable, or con-
venient for the prosecution and advancement
| OF said business.
| That the principal place of transacting the
business of this corporation shall be the
| city of st. Paul. In the county of Ramsey,
! and state of Minnesota.
Art. IL-This corporation shall commence
| on the fifteenth 15th) day of December, A.
| D. 1887, and continue thirty 800 years.
| Art. III.-The amount of the capital stock
of this corporation shall be one hundred
| thousand dollars The stock shall be full
paid when issued. AT least one-half of the
entire capital stock shall be subscribed at the
! commencement of business by the corpora
| ton. The subscriptions shall be paid in
/ under such regulations as may be prescribed
| bysresolution of the Board of Directors, ell
| cred into the records of the cor por
/ ration, and on the call of the directors, or at
| such times and in such manner as may be
! fixed by the bylaws of the corporation.
| Land with its Entertainments and appurte
nances may be received by the corporation
| IN payment for its stock. the value of such
! lands with IT'S Entertainments and appurte-
nanees having been first fixed ana deter
mined by resolution of the Board of Direct.
| orS entered into the records of the corpora
| ton.
Art. Iy.-The highest amount of indebted
ness or liability to which this corporation
shall at any time be liable shall be sixty thou
sand dollars
Art. V.-The names of the persons forming
| the association Tor incorporation are: Pat
| rick II. Kelly, Harlan ?. Hall, Lewis Baker,
Frederic A. Fogg. William Foulke and
! Charles F. Diether, all residing III the city of
| st. Paul. Ramsey county, Minnesota, and j.
/ D. Springer, residing at the city of Mime
apolis, Hennepin county Minnesota.
Art. YI-The above-named incorporators.
| Patrick II. Kelly, Harlan p. Hall. Lewis
! Baker, Frederic \. Fogg, William Foulke.
! Charles F. Diether and j. d. Springer shall
constitute the first board of directors of this
! corporation.
The officers of this corporation shall con-
sist of a president, vice president, secretary
! and treasurer. The abOve-named Patrick Fl.
Kelly shall be the first president, Harlan P.
Hall the first vice president, Frederic 4.
| Fogg the first secretary, and Charles f.
Diether the first treasurero of this corporation.
Said directors and officers hereinbefore
named shall hold their offices and exercise
and discharge the duties thereof until the
IL
1888 and until their successors are elected
| as hereinafter provided and have qualified.
The board of directors of this corporation
! shall be composed of seven (I) members, in
| Guiding said officers, and the term of said
officers and directors, after the first herein
| named. shall be one year. and until their
| successors are elected and qualified.
! The government of this corporation and
| the management of its affairs shall be vested
| in its board of directors and officers.
! The directors, after the first herein named
| shall be elected annually by the stockholders
| at a meeting of the stockholders. which shall
! be held at said principal office of the coTpor-
alton at said st. Paul. at three 81 O'Clock, in
| the afternoon, on the third (3d( Wednesday
| IN November, in each and every year after
! the year A. ID. 1887. and shall be so elected
for the year then next ensuing after their
| election, and until their successors are
| elected.
The president vice president treasurer
| and secretary, after the first herein named,
shall be elected annually at meeting of the
directors which shall be held at said prinei-
pal Office of the corporation, at said st. Paul.
ON the third (3d) Wednesday in November.
! in each year after the year A. d. 1897, and
after the stockholders meeting and election
of directors on that day, for the year then
next ensuing, and by the directors then, and
at such stockholders meeting then elected.
for the ensuing year, and from their own
number.
| And the first meeting of the board of direct
ors herein named shall be at said principal
| office of the corporation on the twenty-firSt
| (21sp day of December, A D. 1897 at three
! (3) o'clock in the afternoon. In no
| case shall the assets of the corporation be
reduced by dividends therefrom below the
face value of the stock issued or subscribed
| for, and in every case when such dividend is
| 20 be made from the assets and property of
| the corporation, Oh the sale and conversion
| of the same into money, whereby the prop
| erty and assets of the corporation at cash
valuation would in the judgment of the
| board of directors be reduced below the face
| value of the stock outstanding or subscribed.
| the board of directors are authorized and it
| shall be their duty to call i'll, cancel and re-
| tire so much and such amount of such out
| standing or subscribed stock as Will equalize
| the same at its face values with the cash
| value of the assets after such proposed divi-
| dend is taken therefrom; and the board of di-
rectors are empowered to enforce such with
| dFaWal, cancellation and retirement of stock
| outstanding or subscribed, pro rata and ac-
cording to such dividends to each stock
holder or subscriber on his or her shares, in
such manner and under such regulations as
they may deem for the best interest of the
corporation. And the corporation shall have
power to buy in its own stock and the same
hold as assets and reissue, or retire and can
eel as the board of directors shall deem to
the best interest of the corporation.
No person shall be director or officer of
said corporation who is not stakeholder
therein.
The board of directors shall have and may
exercise all and every the powers of boards
of directors and may fill any vacancy in the
offices of directors, and any vacancy in the
Offices herein named at any general
or special meeting of the board of direct
ofs; and may make and enact by laws for said
corporation, and the same alter or amend at
any general or special meeting of their
board: may call special and general meet
ings of the stockholders and directors when
ever in their judgment the busineas or inter-
ests of the corporation require any such
nd paay Nv fbaiP by--I fy
eral meetings of the stockholders and direct
orS.
All deeds and conyeyances of lands. or
real estate, or of any interest therein. or lien
or charge thereon, on the part of the corpOr
alton, shall be signed by the President, and
countersigned by the Secretary. and the seal
of the corporation shall be thereto affixed.
Art VII.-The capital stock of this corpor
alton shall be divided into Two Thousand
1000 shares OF Fifty Dollars each.
In witness whereof we, the persons herein
before named as incorporates, have here
unto subscribed our names and affixed our
seals this 21st day of November, A. ID. 1887.
LEWIS BAKER, [Seal.l
PATRICK II. KELLY, Seal.
HARLAN P. HALL, Seal
FREDERIC A. FOGG, ISeal1
WILLIAM FOULKE, fSealI
CHAS. F. DIETHER, Seal
J. d. SPRINGER, GSeal.1
Signed and sealed by Patrick II. Kelly, Har-
Ian P. Hull, Frederic A.FOgg William Foulke,
LtWlS III
the presence of
VIM. S. MOORE.
JOHN E. BRENNAN.
Signed and sealed by j. D. Springer in pres
enee of
H. d. LAEEABEE.
H.F. ARBoFr.
STATE OF MINNESOTA. GO
COUNTY OF RAMSEY,
Be it known that ON this Goth day of
November. A ID. 1887, before me, notary
str1.Ii nd for Gaf6
personally came Patrick III. Kelly, Harlan P.
Hall, Lewis Baker Frederic A. Fogg W illiam
Foulke and Charles A. Diether, each TO me
personally known to be the same persons
who signed and sealed the annexed and fore
going articles of association and or ineorpor-
atinI and that they each Acknowledged that